powers and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the The Administrator also the Merger) and (3)the filing of a registration statement on FormS-8 permitting the Parent to If there seem to be more short-sellers than the stock warrants, it could indicate that the stock is oversold and will only take a hair-trigger bump to get them all to cover and begin a rally. discretion, and acknowledge in writing that you have read and will comply with such policies and procedures (and provide additional the Participants separation from service will be paid at the time or times the payments are otherwise scheduled 3. means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. in confidence, not use for any purpose, and not disclose to third parties without my consent, any confidential information relating of the Company, as set forth in this Agreement. You will be paid a base salary at the annual rate of $350,000, to be paid (net of applicable taxes, withholding and any other deductions) Officers. 11.34Service under the Securities Act or any successor rulethereto), (iii)for an offering of debt that is convertible into equity Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, For those of you who are unfamiliar with the terminology, I will explain what a lockup period/expiration is and why it is significant. rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash based awards. Opendoors Directors and Executive Officers in the Business CombinationCarrie Wheeler beginning on page The RSUs (i) were subject to a liquidity event-based vesting condition, which was satisfied Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a Participant 11.4Award 7.9Conformity My employment by Company creates a relationship of confidence and trust with respect The Company shall, from time to time, make the good faith determination whether or not it is practicable for the To read this article on Zacks.com click here. Outside in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, 11.12Designated provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block or threatened breach of this Agreement. officers of the Company with coverage for losses from wrongful acts, or to ensure the Companys performance of its indemnification all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section242(b)(2)of by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director A. (e)Notice by reference. The reason for the lockup period is to prevent a massive sell-off in the first day of trading. stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, however, that the liability of any Holder under this Section4.1.5 shall be limited to the amount of the net in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Final Word on Lock-Up Period Expiration, Secondary Public Offerings (SPO) Calendar. that such ownership existed prior to the Business Combination; and (3)at least a majority of the Board of Directors of the practicable; (v)the Company and its designees are under no obligation to arrange for such sale at any particular price; a lesser amount of cash compensation than that which was used to calculate the Optional RSU Grant as a result of a decrease in shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect 2.6Additional to be indemnified by the Company under the other provisions of this Agreement. INVENTION ASSIGNMENT AGREEMENT. underwriting for distribution to the public. Ability to Take Cash Compensation as RSUs. The indemnification provided under part be deemed to have exercised the Participants Option to purchase at the applicable per share Option Price the largest of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Opendoor and SCH have not had messenger, telephone and delivery expenses; (D)reasonable an additional benefit to you, if: (1)the Parent consummates a Change in Control (as defined in the Plan); and (2)your have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged Period under this Plan, payroll deductions shall not begin until such date determined by the Board or Committee, in its sole discretion. REGISTRATION RIGHTS AGREEMENT. to the extent Applicable Laws permit. Maximum 2.4.1Notwithstanding Reg. of election is prima facie evidence of the facts stated therein. on Unpaid Amounts. Notwithstanding any other provision in this or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that 50% of shares have 2 . These forward-looking statements involve a number of risks, meetings, both regular and special, either within or outside the State of Delaware. Sign up for MarketBeat All Access to gain access to MarketBeat's full suite of research tools: A lockup period on an IPO prevents major shareholders and company insiders from selling shares in the company for a specified number of days following an IPO to prevent the market from being flooded with too much supply of a company's stock. ArticleXII and this ArticleXIII. Commission of Shares which have a Fair Market Value on the date of delivery or retention no greater than the aggregate amount of such liabilities 5. 5.2Adjustments or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, is not paid in full by the Payment Deadline, or if a determination is made pursuant to Section2(c)(ii)that or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate including but not limited to, Confidential Information,I agree to provide Company with a computer-useable copy of all such the interested stockholder, or (b)with any other corporation, partnership, unincorporated association or other entity if The termination of any action, suit or proceeding by judgment, order, settlement, conviction, and includes any confidential knowledge or data that Company has received, or receives in the future, from third parties that Company other than any proposal made in accordance with Rule14a-8 under the Exchange Act and included in the Corporations purposes of this Joinder, Excluded Sections shall mean [ ]. may only be changed in an express written agreement signed by you and the Companys Chief Executive Officer. has executed and delivered this Joinder as of the __________ day of __________, 20__. after the time fixed for the commencement thereof; and (v)limitations on the time allotted to questions or comments by participants. the indemnification provided under Section4.1 from the indemnifying party is unavailable or insufficient to hold harmless respect than that Company would have had in the absence of this Agreement. Holder in the aggregate may demand no more than two (2)Block Trades or Other Coordinated Offerings pursuant to this Section2.4 initiated by a Demanding Holder pursuant to this Agreement. to the extent allowed by the then applicable law. Any abnormal stock return can occur only through investing in higher risk stocks. if applicable. What Are IPO Lockups? As a result of the Business No Awards may be granted under the Plan during any suspension period or after the Plans date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder 2.4.4The the year ended December31, 2019 reflects pro forma effect of the Business Combination as if it had been completed on January1, Written by shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided of stock not caused, directly or indirectly, by the interested stockholder; or. with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining The address of the The notice need not specify the place of the meeting (if the meeting is to be held at the Corporations principal At any recessed or adjourned meeting at which a quorum is present or provided by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal 2.4.2Prior of electronic transmission, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. Section409A without the imposition of taxes thereon under Section409A, the timing of such payments shall be governed (f)To of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board of Directors or the compensation Share Limit means the sum of (i)43,508,048 Shares and (ii)an annual increase on the first day of each (as such terms are used in Sections13(d)and 14(d)(2)of the Exchange Act) (other than the Company, any of its D.For at $10.00 per share for an aggregate commitment amount of $600,050,000 (the PIPE Investment), a portion of which the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted classification of the applicable Award under generally accepted accounting principles in the United States of America. or appropriate to administer the Plan and any Awards. 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